EVT Eurovestech

 
TIDMEVT 
 
This announcement should not be transmitted, distributed or released in or onto 
any jurisdiction in which such an act would constitute a violation of the 
relevant laws of such jurisdiction. 
 
                                                              27 September 2011 
 
                                Eurovestech plc 
 
                       (the "Company" or "Eurovestech") 
 
  Further re. Proposed Return of Cash to Shareholders of 4 pence per Ordinary 
                                     Share 
 
Introduction 
 
On 22 June 2011, the Company announced an intention to return in excess of half 
of the GBP25 million proceeds received in connection with the sale of one of its 
portfolio companies, ToLuna plc (now called ToLuna Group Limited). The Company 
today announces that, following a detailed assessment of the Company's cash 
requirements for investment in its current business and for investment in 
future opportunities, it proposes to return approximately GBP13.25 million to 
Shareholders by way of the Return of Cash. 
 
Details of the principal features of the Return of Cash are set out below. The 
structure that the Company has chosen allows it to effect the Return of Cash 
while at the same time providing Shareholders with some flexibility as to how 
they wish to receive the proceeds. 
 
The Return of Cash will not affect the number of Ordinary Shares held by 
Shareholders or the rights (including voting rights) attaching to such Ordinary 
Shares. 
 
Shareholder approval is required for the Return of Cash and, accordingly, a 
General Meeting will be convened at the offices of Eurovestech, 29 Curzon 
Street, London, W1J 7TL at 11.00 a.m. on 14 October 2011. 
 
A circular setting out further details of the Return of Cash and incorporating 
a notice convening the General Meeting (the "Circular") is expected to be 
posted to Shareholders later today. 
 
Principal features of the Return of Cash 
 
The Return of Cash consists of the D Share Issue, the D Share Dividend and the 
proposed D Share Tender Offer to be made by Cenkos. 
 
Shareholders will receive one D Share for each Ordinary Share held on the 
Record Date for the D Share Issue. 
 
Each D Share will carry the right to receive the D Share Dividend of 4 pence 
per D Share. 
 
Following the Record Date for the D Share Issue, but before the D Share 
Dividend is declared, Cenkos will offer to acquire D Shares for 4 pence per D 
Share pursuant to the D Share Tender Offer. Shareholders (other than 
Shareholders resident in any of the Prohibited Territories) can choose to 
accept the D Share Tender Offer in respect of some or all of the D Shares they 
receive. 
 
D Share Dividend 
 
The D Share Dividend of 4 pence per D Share is expected to be declared on or 
about 21 October 2011 and it is expected that Shareholders receiving the D 
Share Dividend will be sent cheques or their CREST accounts will be credited in 
respect of such D Share Dividend on 28 October 2011 (or such later date as the 
Directors may determine). Following payment of the D Share Dividend, the D 
Shares will convert to Deferred Shares having very limited rights. 
 
Shareholders will receive the D Share Dividend in respect of all of their D 
Shares unless they accept the D Share Tender Offer in respect of some or all of 
their D Shares. Shareholders will not need to take any further action, return a 
Form of Acceptance or submit a TTE Instruction to receive the D Share Dividend 
in respect of all their D Shares. 
 
D Share Tender Offer 
 
Subject to the Resolution being passed at the General Meeting, Cenkos has 
agreed to offer to acquire D Shares for 4 pence per D Share on or about 19 
October 2011, free of all dealing expenses and commissions pursuant to the D 
Share Tender Offer. Shareholders who accept the D Share Tender Offer will 
receive payment for such D Shares on or about 28 October 2011. Shareholders who 
sell D Shares to Cenkos pursuant to the D Share Tender Offer will not be 
entitled to receive the D Share Dividend in respect of such D Shares. 
 
Shareholders who do not properly complete and return a Form of Acceptance or, 
if they hold their Ordinary Shares in CREST, do not send a valid TTE 
instruction, will receive the D Share Dividend in respect of all their D 
Shares. 
 
Further information on each of the D Share Dividend and the D Share Tender 
Offer, along with further information on the rights and restrictions attaching 
to the D Shares and the Deferred Shares will be set out in the Circular. 
 
For regulatory reasons, Shareholders resident in any of the Prohibited 
Territories are not entitled to accept the D Share Tender Offer and any 
purported acceptance of the D Share Tender Offer will be void and such 
Shareholder will instead receive the D Share Dividend. 
 
Based on the closing middle market price of 13.125 pence per Ordinary Share on 
26 September 2011 (the latest practicable date prior to the making of this 
announcement), the proposed D Share Dividend represents approximately 30.5 per 
cent. of Eurovestech's market capitalisation at that date. 
 
Shareholders should read the relevant tax information which will be included in 
the Circular since the D Share Dividend and the D Share Tender Offer will have 
different UK tax consequences. Shareholders who are in any doubt as to their 
tax position or who are subject to tax in a jurisdiction other than the United 
Kingdom should consult an appropriate professional adviser. 
 
None of the D Shares to be issued in connection with the Return of Cash, nor 
the Deferred Shares arising on the conversion of the D Shares following payment 
of the D Share Dividend, will be admitted to trading on AIM or any other 
securities exchange. The Ordinary Shares will continue to be admitted to 
trading on AIM. 
 
Eurovestech Share Schemes 
 
Participants in the Eurovestech Share Schemes are not eligible to participate 
in the Return of Cash in respect of any unexercised options that they hold. 
Following the Return of Cash, and in accordance with the rules of each scheme, 
an adjustment may be required to be made to the exercise price and/or the 
number of Ordinary Shares over which participants in the Eurovestech Share 
Schemes hold unexercised options. This is to ensure that the participants' 
entitlements remain comparable before and after the Return of Cash. The 
remuneration committee of the Board must confirm that any proposed adjustment 
is, in their opinion, fair and reasonable. To the extent that an adjustment is 
made, participants in the Eurovestech Share Schemes holding unexercised options 
will be notified at the appropriate time. 
 
General Meeting 
 
Shareholder approval is required for the Return of Cash and accordingly a 
General Meeting will be convened at 11.00 a.m. on 14 October 2011 to approve 
the Resolution. A summary explanation of the Resolution and the notice of the 
General Meeting will be set out in the Circular. A Form of Proxy for use in 
respect of the General Meeting will be enclosed with the Circular. 
 
Circular 
 
The Circular is expected to be dispatched to Shareholders later today and will 
be available on the Company's website at www.eurovestech.com. 
 
Neither the content of the Company's website nor the content of any website 
accessible from hyperlinks on the Company's website (or any other website) is 
incorporated into, or forms part of, this announcement nor, unless previously 
published by means of a recognised information service, should any such content 
be relied upon in reaching a decision as to whether or not to acquire, continue 
to hold, or dispose of securities in the Company. 
 
Eurovestech plc 
 
Richard Bernstein - Chief Executive Tel. 020 7478 9070 
 
Merchant Securities Limited 
 
David Worlidge/Simon Clements Tel. 020 7628 2200 
 
Cenkos Securities plc 
 
Stephen Keys Tel. 020 7397 8900 
 
                                  APPENDIX I 
 
                         EXPECTED TIMETABLE OF EVENTS 
 
                                                                           2011 
 
Latest time and date for receipt of Forms of           11.00 a.m. on 12 October 
Proxy for the General Meeting 
 
General Meeting                                        11.00 a.m. on 14 October 
 
Latest time for receipt of Forms of Acceptance          1.00 p.m. on 17 October 
and TTE instructions from CREST holders in 
relation to the D Share Tender Offer 
 
Record Date for the D Share Issue and D Shares          5.00 p.m. on 17 October 
issued 
 
Entitlement of holders of Ordinary Shares to            8.00 a.m. on 18 October 
receive D Shares ceases 
 
Cenkos makes the D Share Tender Offer to                7.00 a.m. on 19 October 
purchase D Shares by means of an announcement 
on the Regulatory News Service of the London 
Stock Exchange and D Shares purchased pursuant 
to the D Share Tender Offer 
 
D Share Dividend declared and D Shares convert          7.00 a.m. on 21 October 
into Deferred Shares 
 
CREST accounts credited or despatch of cheques     as soon as practicable after 
in respect of the D Share Dividend and/or the           8.00 a.m. on 28 October 
D Share Tender Offer 
 
Notes: 
 
1 References to time in this announcement are to London time. 
 
2 If any of the above times or dates should change, the revised times and/or 
dates will be notified to Shareholders by an announcement on the Regulatory 
News Service of the London Stock Exchange. 
 
3 All events in the above timetable following the General Meeting are 
conditional upon approval by Shareholders of the Resolution to be proposed at 
the General Meeting. 
 
                                  APPENDIX II 
 
                                  DEFINITIONS 
 
In this announcement the following definitions apply unless the context 
requires otherwise: 
 
"AIM"                     the AIM market of the London Stock Exchange 
 
"Board" or "Directors"    the board of directors of Eurovestech 
 
"Cenkos"                  Cenkos Securities plc, broker to Eurovestech 
 
"Company" or              Eurovestech plc, registered in England and Wales with 
"Eurovestech"             company number 3913197 
 
"CREST"                   the relevant system (as defined in the Uncertificated 
                          Securities Regulations 2001) in respect of which 
                          Euroclear is the Operator (as defined in such 
                          regulations) 
 
"D Share Dividend"        the dividend of 4 pence per D Share 
 
"D Share Issue"           the reorganisation of the Company's share capital 
                          comprising the issuance of the D Shares 
 
"D Shares"                non-voting shares of 0.001 pence each in the capital 
                          of the Company 
 
"D Share Tender Offer"    subject to the Resolution being passed, the tender 
                          offer to be made by Cenkos, acting as principal, to 
                          purchase D Shares on 19 October 2011 
 
"Deferred Shares"         the unlisted deferred shares, the rights and 
                          restrictions of which will be set out in the Circular 
 
"Euroclear"               Euroclear UK & Ireland Limited, the operator of CREST 
 
"Eurovestech Share        the Eurovestech Approved Executive Share Option 
Schemes"                  Scheme and the Eurovestech Unapproved Executive Share 
                          Option Scheme, each adopted by the Board on 20 July 
                          2001 
 
"Form of Acceptance"      a form to be enclosed with the Circular by which a 
                          Shareholder (other than a Shareholder in a Prohibited 
                          Territory) may accept the D Share Tender Offer 
 
"Form of Proxy"           the form of proxy to be enclosed with the Circular, 
                          for use by Shareholders in connection with the 
                          General Meeting 
 
"General Meeting"         the General Meeting of the Company to be held at 
                          11.00 a.m. on 14 October 2011, notice of which will 
                          be set out in the Circular 
 
"London Stock Exchange"   London Stock Exchange plc 
 
"Ordinary Shares"         issued ordinary shares of one penny each in the 
                          capital of Eurovestech 
 
"Prohibited Territories"  any territory outside of the EEA 
 
"Record Date for the D    5.00 p.m. on 7 October 2011 (or such other time or 
Share Issue"              date as the Directors may determine) 
 
"Resolution"              the special resolution to be proposed at the General 
                          Meeting to implement the Return of Cash 
 
"Return of Cash"          the transaction comprising the D Share Issue, the D 
                          Share Dividend and the D Share Tender Offer 
 
"Shareholders"            holders of Ordinary Shares and/or D Shares, as the 
                          context may require 
 
"TTE Instruction"         transfer to escrow instruction (as defined in the 
                          CREST manual published by Euroclear) 
 
 
 
END 
 

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